Selectis Health, Inc SC TO-T/A, filed Aug 11, 2026
Selectis Health, Inc. (GBCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
____________________
SELECTIS HEALTH, INC.
(Name of Subject Company (Issuer))
____________________
BLACK PEARL EQUITIES, LLC
and
BLACK PEARL EQUITIES II, LLC,
its wholly owned subsidiary
and
TORTUGA ACQUISITION SUB, INC.,
its wholly owned subsidiary
(Names of Filing Persons (Offerors))
ABRAHAM SCHWARTZ
and
SCHNEUR ZALMAN SCHAPIRO
(Names of Filing Persons (Other Persons))
___________________
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(Title of Class of Securities)
____________________
816291108
(CUSIP Number of Class of Securities)
____________________
Abraham Schwartz
Chief Executive Officer
901 Myrtle Avenue
Brooklyn, NY 11206
(212) 235-1367
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
____________________
With a copy to:
Ryan Nebel
Michael R. Neidell
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300
____________________
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 to Tender Offer Statement on Schedule TO (this “Amendment”) is filed by Black Pearl Equities, LLC, a New York limited liability company (“Parent”), Black Pearl Equities II, LLC, a New York limited liability company and a wholly owned subsidiary of Parent (“Purchaser”), and Tortuga Acquisition Sub, Inc., a Utah corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”).
This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed by Parent, Purchaser and Merger Sub with the U.S. Securities and Exchange Commission on July 13, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) relating to their offer to purchase all of the issued and outstanding shares of common stock, par value, $0.05 per share (the “Shares”), of Selectis Health, Inc., a Utah corporation (the “Company”), at a purchase price of $5.75 per Share in cash (the “Offer Price”), without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 13, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
Except as otherwise set forth in this Amendment, the information in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Items 1 through 9 and 11.
The Offer to Purchase, Letter of Transmittal and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
The Offer was scheduled to expire at 5:00 p.m., New York City time, on August 10, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on August 17, 2026, unless further extended. Additionally, Shares that have been previously tendered may be withdrawn at any time until 5:00 P.M., New York City time, on August 17, 2026. The deadline to deliver Shares pursuant to the guaranteed delivery procedures described in Section 3 of the Offer to Purchase is correspondingly extended to 5:00 p.m., New York City time, on August 18, 2026. The deadline for stockholders wishing to exercise appraisal rights under Utah law to deliver a written demand for appraisal is correspondingly extended.
As of August 10, 2026, 2,807,869 Shares had validly been tendered in, and not withdrawn from, the Offer.
All references to the scheduled expiration of the Offer being “5:00 p.m., New York City time, on August 10, 2026” set forth in the Offer to Purchase or the Letter of Transmittal are hereby amended and replaced with “5:00 p.m., New York City time, on August 17, 2026.”
Item 12. Exhibits.
Item 12 is hereby amended to add the following exhibit:
| Exhibit No. | Description | |
| (a)(5)(C) | Press Release issued by Black Pearl Equities, LLC, dated August 11, 2026.* |
* Filed herewith
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 11, 2026
| BLACK PEARL EQUITIES, LLC | |||
| By: |
/s/ Abraham Schwartz | ||
| Name: | Abraham Schwartz | ||
| Title: | Chief Executive Officer | ||
| BLACK PEARL EQUITIES II, LLC | |||
| By: |
/s/ Abraham Schwartz | ||
| Name: | Abraham Schwartz | ||
| Title: | Chief Executive Officer | ||
| TORTUGA ACQUISITION SUB, INC. | |||
| By: |
/s/ Abraham Schwartz | ||
| Name: | Abraham Schwartz | ||
| Title: | Chief Executive Officer | ||
| ABRAHAM SCHWARTZ | |
|
/s/ Abraham Schwartz | |
| Abraham Schwartz |
| SCHNEUR ZALMAN SCHAPIRO | |
|
/s/ Schneur Zalman Schapiro | |
| Schneur Zalman Schapiro |
Exhibit (a)(5)(C)
PRESS RELEASE
BLACK PEARL EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF SELECTIS HEALTH, INC.
New York, NY – August 11, 2026 — Black Pearl Equities, a New York-based investment group (together with its affiliates, “Black Pearl”), today announced that it has extended the expiration date of its previously announced tender offer to purchase all of the outstanding shares of common stock of Selectis Health, Inc. (OTCQB: GBCS) (“Selectis” or the “Company”), a healthcare company, for $5.75 per share in cash.
The tender offer, which was scheduled to expire at 5:00 p.m., New York City time, on August 10, 2026, has been extended and will now expire at 5:00 p.m., New York City time, on August 17, 2026, unless further extended. All other terms and conditions of the tender offer remain unchanged. Consummation of the tender offer remains subject to certain conditions, including the valid tender of at least 70% of the outstanding shares of Selectis common stock in the tender offer, receipt of required regulatory approvals, and other customary closing conditions. The transaction is not subject to any financing contingencies.
The information agent for the tender is Laurel Hill Advisory Group. Selectis stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials, or who have questions regarding the tender offer, should contact the information agent toll free at (844) 305-2265 or by email at GBCS@laurelhill.com.
Broadridge Corporate Issuer Solutions, LLC (“Broadridge”) is acting as depositary for the tender offer. Broadridge has advised Black Pearl that, as of 5:00 p.m., New York City time, on August 10, 2026, 2,807,869 shares had been validly tendered and not withdrawn from the tender offer.
Important Information
This press release is for informational purposes only and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Selectis’ common stock. Black Pearl has filed a Tender Offer Statement on Schedule TO, containing an Offer to Purchase, a form of Letter of Transmittal and other related tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and Selectis has filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Selectis’ stockholders are strongly advised to read these tender offer materials carefully and in their entirety as they become available, as they may be amended from time to time, because they contain important information about the tender offer that Selectis’ stockholders should consider prior to making any decisions with respect to the tender offer. Once filed, Selectis’ stockholders will be able to obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov or by directing a request to the information agent toll free at (844) 305-2265.
Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements can be identified by words like “may,” “will,” “likely,” “should,” “expect,” “anticipate,” “future,” “plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,” “continue,” and variations of such words and similar expressions. These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to, risks related to: (i) the satisfaction of the conditions to closing the transaction in the anticipated timeframe or at all; (ii) the failure to obtain necessary regulatory approvals; (iii) the ability to realize the anticipated benefits of the transaction; (iv) the ability to successfully integrate the businesses; (v) disruption from the transaction making it more difficult to maintain business and operational relationships; (vi) the negative effects of this announcement or the consummation of the proposed transaction on the market price of Selectis’ common stock; (vii) significant transaction costs and unknown liabilities; (viii) litigation or regulatory actions related to the proposed transaction; and (xi) the failure to obtain the necessary financing to complete the transaction. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
The forward-looking statements included in this press release are made only as of the date of this release, and except as otherwise required by federal securities law, neither Selectis nor Black Pearl assumes any obligation nor do they intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
About Selectis Health, Inc.
Selectis Health, Inc. is a healthcare owner-operator that acquires, develops, and manages skilled nursing facilities, assisted living facilities, and independent living facilities across the South and Southeastern United States. The Company currently operates eight properties in Arkansas and Oklahoma, providing post-acute and skilled nursing care, assisted and independent living services, and continuing care retirement programs, with reimbursement sourced through Medicare, Medicaid, and private pay arrangements. Selectis is focused on delivering quality resident care while pursuing strategic growth opportunities in an expanding senior healthcare market.
Contact
Selectis Health, Inc.
600 17th Street, Suite 2800
Denver, CO 80202
About Black Pearl
Black Pearl is a dynamic investment firm, advisory, and consultancy strategically diversified across healthcare sectors. Headquartered in Brooklyn, New York, Black Pearl fosters strategic synergies and facilitates high-impact transactions.
Contact
Anthony Vitellozzi
Laurel Hill Advisory Group
(844) 305-2265
GBCS@laurelhill.com